UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event reported): August 12, 1996
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in charter)
NEVADA
( State of other jurisdiction of
incorporation or organization)
0-8927 88-0142032
(Commission file number) (I.R.S. Employer
Identification Number)
3040 POST OAK BLVD. STE. 675, HOUSTON, TEXAS 77056
(Address of Principal Executive Offices, Including Zip Code)
(713) 621-2245
(Registrant's Telephone Number, Including Area Code)
ITEM 1 CHANGE IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Inapplicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
ITEM 5. OTHER EVENTS
On August 23, 1996, the Board of Directors ("Board") of Nevada
Gold & Casinos, Inc., (the "Company") approved and declared a
three for one reverse stock split ("Stock Split") of the
Company's authorized and issued and outstanding shares of common
stock, par value $.04 per share ("Common Stock"). Holders of the
Common Stock are not entitled to cumulative voting. The record
date to determine the number of shares affected by the Stock
Split was set at September 23, 1996 (the "Record Date").
The Stock Split shall also be effective as of the Record Date
with respect to all the Company's authorized and issued and
outstanding shares of Common Stock held of record as of the
Record Date. The Stock Split will be accompanied by an increase
in the par value of the Common Stock from $.04 per share to $.12
per share. Existing outstanding shares of Common Stock as of the
Record Date shall be reverse split on a three to one basis.
Shareholders holding less than one share of Common Stock after
the Stock Split will receive from the Company, in lieu of a
fraction of a share, payment for the fraction at the greater of
the rate of $6.00 per share or the asking price per share quoted
on the Nasdaq Bulletin Board on the first full day of trading
after the Stock Split. All other shareholders (shareholders
holding more than one share) owning any fraction of a share after
the Stock Split will be issued, at no cost to the shareholder,
such additional fraction of a share as is necessary to increase
the fractional share to a full share. Payment to each holder of
less than one share will be made upon receipt by the Company of
such holder's stock certificate(s) issued prior to the Record
Date or as soon as practicable after October 23, 1996 to those
shareholders who do not deliver their certificates to the Company
before October 23, 1996. Any fractional shares to
2
be issued to holders of greater than one share will be issued to
each such holder upon receipt by the Company of such holder's
stock certificates issued prior to the Record Date. Upon
completion of the reverse split, the total number of authorized
shares of Common Stock will be reduced from 30,000,000 to
10,000,000 and the total number of issued and outstanding shares
of Common Stock will be reduced from 24,835,213 shares to up to
8,281,405 shares, depending upon the number of fractional shares
issued to complete the Stock Split. All shares including any
shares reserved for issuance pursuant to any options or warrants
granted by the Company will be automatically adjusted to reflect
the Stock Split. The transfer agent for the Company is Nevada
Agency & Trust, Suite 880, Valley Bank Plaza, 50 West Liberty,
Reno, Nevada 89501.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Inapplicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Inapplicable
ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEVADA GOLD & CASINOS, INC.
By: /s/DAVID K. MCCALEB
David K. McCaleb
Secretary
Dated: August 13, 1996
4
EXHIBIT INDEX
No. Description
Inapplicable
5